4//SEC Filing
Healey William Robert 4
Accession 0001213900-22-058506
CIK 0001822145other
Filed
Sep 22, 8:00 PM ET
Accepted
Sep 23, 6:49 PM ET
Size
17.7 KB
Accession
0001213900-22-058506
Insider Transaction Report
Form 4
Healey William Robert
Chief Technology Officer
Transactions
- Award
Stock Option
2022-09-21+80,992→ 80,992 totalExercise: $0.39Exp: 2028-11-06→ Common Stock (80,992 underlying) - Award
Stock Option
2022-09-21+80,992→ 80,992 totalExercise: $0.41Exp: 2029-09-21→ Common Stock (80,992 underlying) - Award
Common Stock
2022-09-21+40,496→ 40,496 total - Award
Stock Option
2022-09-21+546,204→ 546,204 totalExercise: $0.02Exp: 2027-08-26→ Common Stock (546,204 underlying) - Award
Stock Option
2022-09-21+184,126→ 184,126 totalExercise: $1.44Exp: 2031-03-04→ Common Stock (184,126 underlying) - Award
Earn-Out Shares
2022-09-21+266,822→ 266,822 totalExp: 2027-09-21→ Common Stock (266,822 underlying)
Footnotes (6)
- [F1]Reflects securities acquired pursuant to the terms of the Agreement and Plan of Merger, dated as of November 10, 2021, as amended (the "Merger Agreement"), entered into by and among Ventoux CCM Acquisition Corp. (which subsequently changed its name to "Presto Automation Inc.", the "Issuer"), Ventoux Merger Sub I Inc. and Ventoux Merger Sub II LLC, each a wholly owned subsidiary of Ventoux CCM Acquisition Corp., and E La Carte, Inc. ("Old Presto"), pursuant to which the Issuer acquired Old Presto (the "Business Combination"). Pursuant to the terms of the Merger Agreement, each share of Old Presto common stock outstanding and each Old Presto option outstanding immediately prior to the closing of the Business Combination was entitled to receive 0.8099224419 shares of Issuer common stock or option, respectively, and certain earnout shares ("Earn-out Shares"). The Business Combination closed on September 21, 2022 (the "Closing Date").
- [F2]All of the options were exercisable as of the Closing Date.
- [F3]All of the options were exercisable as of the Closing Date.
- [F4]Includes unvested options, of which there were 29,697 as of the Closing Date, that vest in equal installments monthly until July 1, 2024.
- [F5]Includes unvested options, of which there were 30,687 as of the Closing Date, that vest in equal installments monthly until January 14, 2023.
- [F6]Upon consummation of the Business Combination, the Reporting Person received the right to acquire shares of the Issuer's common stock as follows: one-half of the Earn-Out Shares will be issued to the Reporting Person if the volume weighted average price ("VWAP") of the Issuer common stock equals or exceeds $12.50 over 20 trading days within any 30 trading day period on or before the third anniversary of the Closing Date, and one-half will be issued to the Reporting Person if the VWAP of the Issuer common stock equals or exceeds $15.00 over 20 trading days within any 30 trading day period on or before the fifth anniversary of the Closing Date.
Documents
Issuer
Presto Automation Inc.
CIK 0001822145
Entity typeother
Related Parties
1- filerCIK 0001946779
Filing Metadata
- Form type
- 4
- Filed
- Sep 22, 8:00 PM ET
- Accepted
- Sep 23, 6:49 PM ET
- Size
- 17.7 KB